As filed with the Securities and Exchange Commission on December 2, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRANSPORTATION COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0562800
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE RIVERWAY
SUITE 200
HOUSTON, TEXAS 77056
(713) 332-2500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
TRANSPORTATION COMPONENTS, INC.
1998 LONG-TERM INCENTIVE PLAN;
TRANSPORTATION COMPONENTS, INC.
1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN;
AND
669,894 WARRANTS TO PURCHASE AN AGGREGATE OF
669,894 SHARES OF COMMON STOCK
(Full Title of Plans)
T. MICHAEL YOUNG
CHIEF EXECUTIVE OFFICER
THREE RIVERWAY
SUITE 200
HOUSTON, TEXAS 77056
(713) 332-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH COPIES TO:
WILLIAM D. GUTERMUTH PAUL E. PRYZANT
BRACEWELL & PATTERSON, L.L.P. SENIOR VICE PRESIDENT, GENERAL
SOUTH TOWER, PENNZOIL PLACE COUNSEL AND SECRETARY
711 LOUISIANA STREET, SUITE 2900 THREE RIVERWAY, SUITE 200
HOUSTON, TEXAS 77002-2781 (713) 332-2500
(713) 223-2900
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED AMOUNT OF
TITLE OF AMOUNT TO MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1)(2) OFFERING PRICE(3) FEE
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<S> <C>
Common Stock, par value
$.01 per share ........... 2,909,173 $ 13,469,471 $ 3,745
Warrants ................... 669,894 $ 3,101,610 $ 862
Total ............... 3,579,067 $ 16,571,081 $ 4,607
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(1) Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
to the maximum number of the registrant's securities issuable under the
Transportation Components, Inc. 1998 Long-Term Incentive Plan (the
"Incentive Plan") and the Transportation Components, Inc. 1998 Non-
Employee Directors' Stock Plan (the "Director Plan") (the Incentive Plan
and Director Plan are collectively referred to herein as the "Plans").
(2) The amount of securities registered hereby may exceed 3,579,067 shares of
Common Stock. The total number of shares of the Company's common stock, par
value $0.01 per share (the "Common Stock") subject to incentive awards
under the Director Plan is 250,000, subject to adjustment from time to time
as a result of certain anti-dilution provisions contained in such plan. The
total number of shares of Common Stock subject to incentive awards under
the Incentive Plan is the greater of (i) 2,500,000 or (ii) 15% of the total
number of shares of Common Stock outstanding at the time an incentive award
is granted. In addition, the number of shares issuable under the Incentive
Plan is subject to adjustment from time to time as a result of certain
anti-dilution provisions contained in such plan. Pursuant to Rule 416(a) of
the Securities Act of 1933, as amended (the "Act"), this Registration
Statement is deemed to cover these adjustments in the total number of
shares available under the Plans, which adjustments are indeterminate at
this time.
(3) Pursuant to Rule 457(c), the registration fee for these shares is
calculated based on the average of the high and low sales price per share
of the Common Stock, as reported by the New York Stock Exchange on December
1, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Transportation Components, Inc., a Delaware corporation, ("the Company"),
hereby incorporates by reference into this registration statement (the
"Registration Statement"): (i) Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-50447); (ii) the description of
the Company's Common Stock contained in the Company's Form 8-A, filed June 1,
1998; and (iii) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934, as amended, since June 19,
1998.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended, subsequent to the filing date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
The Company will provide, without charge, to each participant in the
Company's 1998 Long-Term Incentive Plan and 1998 Non-Employee Directors' Stock
Plan, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3. All such
requests should be directed to Transportation Components, Three Riverway, Suite
200, Houston, TX 77056, Attention: General Counsel, phone number (713) 332-2500.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of such action, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the corporation except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type
of proceeding, the indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in connection with such
other proceeding, as well as to expenses.
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The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether an employee or agent (who is not
then a director or officer of the corporation) seeking indemnification has met
the required standard of conduct may be made by any person or persons having
authority to act on the matter. The determination as to whether a director or
officer seeking indemnification has met the required standard shall be made (1)
by a majority vote of a quorum of disinterested members of the board of
directors, (or a committee thereof) (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.
The Company's Certificate of Incorporation requires the Company to indemnify
its directors and officers to the fullest extent permitted by Section 145 of the
DGCL. In addition, the Company maintains liability insurance for its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Transportation Components, Inc. 1998 Long-Term Incentive Plan
(incorporated by reference to the Company's Registration Statement
on Form S-1 (File No. 333-50447), filed April 17, 1998)
4.2 Transportation Components, Inc. 1998 Non-Employee Director's Stock
Plan (incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-50447), filed April 17, 1998)
4.3 Form of Warrant
5.1 Opinion of Bracewell & Patterson, L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4 Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
ITEM 9. UNDERTAKINGS.
A. UNDERTAKING TO UPDATE
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
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(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. UNDERTAKING WITH RESPECT TO INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
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<PAGE>
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
[SIGNATURE PAGE FOLLOWS]
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 2nd
day of December, 1998.
TRANSPORTATION COMPONENTS, INC.
By: /s/ T. MICHAEL YOUNG
T. Michael Young
CHIEF EXECUTIVE OFFICER
We, the undersigned directors and officers of Transportation Components,
Inc., constitute and appoint T. Michael Young or Paul E. Pryzant, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 2, 1998.
SIGNATURE TITLE
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/s/ T. MICHAEL YOUNG Chairman of the Board and Chief
T. Michael Young Executive Officer
/s/ HUGH H. N. MCCONNELL, Jr.Chief Financial Officer and
Hugh H. N. McConnell, Jr. Director (Principal Accounting
Officer)
/s/ J. DAVID GOOCH Director
J. David Gooch
/s/ Louis J. Boggeman, Jr. Director
Louis J. Boggeman, Jr.
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/s/ HENRY B. COOK, JR. Director
Henry B. Cook, Jr.
/s/ Thomas A. Work Director
Thomas A. Work
/s/ PETER D. LUND Director
Peter D. Lund
/s/ EVERETT W. PETRY Director
Everett W. Petry
/s/ RODOLFO A. DUEMICHEN Director
Rodolfo A. Duemichen
/s/ RONALD G. SHORT Director
Ronald G. Short
/s/ MAURA L. BERNEY Director
Maura L. Berney
/s/ JOHN R. OREN Director
John R. Oren
/s/ Lawrence K. King Director
Lawrence K. King
/s/ I. T. Corley Director
I. T. Corley
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<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- --------- ------------- -------------
4.1 Transportation Components, Inc. 1998 Long-Term Incentive Plan
(incorporated by reference
to the Company's Registration Statement on Form S-1
(File No. 333-50447), filed
April 17, 1998)..........................................
4.2 Transportation Components, Inc. 1998 Non-Employee
Directors' Stock Plan (incorporated
by reference to the Company's Registration Statement on
Form S-1 (File
No. 333-50447), filed April 17, 1998)....................
4.3 Form of Warrant..........................................
5.1 Opinion of Bracewell & Patterson, L.L.P. ................
23.1 Consent of Arthur Andersen LLP...........................
23.2 Consent of Arthur Andersen LLP...........................
23.3 Consent of Ernst & Young LLP, Independent Auditors.......
23.4 Consent of Bracewell & Patterson, L.L.P. (included in
Exhibit 5.1).............................................
24.1 Power of Attorney (included on the signature page hereto)
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EXHIBIT 4.3
TRANSPORTATION COMPONENTS, INC.
FORM OF WARRANT CERTIFICATE FOR PURCHASE
OF SHARES OF COMMON STOCK
THIS WARRANT CERTIFICATE IS VOID AFTER
5:00 P.M., CENTRAL TIME, ON JUNE 24, 2003
Number of Warrants: _______ Warrant No.
This Warrant Certificate certifies that, for value received,
_______________ is the registered holder of the number of Warrants (the
"Warrants") set forth above. Each Warrant entitles the holder thereof to
purchase from Transportation Components, Inc., a Delaware corporation
("Company"), at any time or from time to time after June 24, 1998 and on or
before 5:00 p.m., Central Time, on June 24, 2003 ("Expiration Date"), one (1)
share of fully paid and nonassessable Common Stock, $.01 par value ("Common
Stock"), of the Company at an exercise price of $6.12 per share, subject to
adjustment as provided herein ("Exercise Price"), on the terms set forth herein.
As used herein, the term "Warrant Issuance Date" shall mean June 24, 1998.
1. EXERCISE OF WARRANTS. (a) At any time after the Warrant Issuance Date
and prior to the Expiration Date, the Warrants evidenced by this Warrant
Certificate may be exercised in whole or in part by presentation and surrender
of this Warrant Certificate at the office of the Company with the within
contained Subscription Form duly completed and executed and accompanied by
payment of the Exercise Price as then in effect by bank draft or cashier's check
payable in lawful money of the United States of America for the number of
Warrants being exercised. No adjustment shall be made for any cash dividends,
whether paid or declared, on any securities issuable upon the exercise of a
Warrant.
(b) Upon receipt of this Warrant Certificate, with the within
contained Subscription Form duly completed and executed, accompanied by payment
of the Exercise Price of the Warrants being exercised, the Company shall deliver
to or upon the order of the registered holder of this Warrant Certificate, in
such name or names as such registered holder may designate (provided however,
that prior to June 24, 2000, such designees shall be limited to immediate family
members of the registered holder or partnerships or trust for the benefit of the
registered holder or family members), a certificate or certificates for the
number of full shares of the securities to be purchased, together with any cash
due in respect of any fraction of a share of such securities otherwise issuable
upon such exercise in accordance with Section 2 hereof. If the Warrant is
exercisable to purchase property other than securities, the Company shall take
appropriate steps to cause such property to be delivered to or upon the order of
the registered holder of this Warrant Certificate.
<PAGE>
(c) Each person in whose name any certificate for securities is
issued upon the exercise of Warrants shall for all purposes be deemed to have
become the holder of record of the securities represented thereby as of, and
such certificate shall be dated, the date upon the Warrant Certificate was duly
surrendered in proper form and payment of the Exercise Price was made whether or
not the stock transfer books shall be closed on such date.
(d) If the holder of this Warrant Certificate at any time exercises
less than all the Warrants evidenced by this Warrant Certificate, the Company
shall issue to such holder a warrant certificate identical in form to this
Warrant Certificate, but evidencing a number of Warrants equal to the number of
Warrants originally represented by this Warrant Certificate less the number of
Warrants previously exercised. Likewise, upon the presentation and surrender of
this Warrant Certificate at the office of the Company and at the request of the
holder, the Company will, at the option of the holder, issue to the holder in
substitution for this Warrant Certificate one or more warrant certificates in
identical form and for an aggregate number of Warrants equal to the number of
Warrants evidenced by this Warrant Certificate.
(e) To the extent that the Warrants evidenced by this Warrant
Certificate have not been exercised on or before 5:00 p.m., Central Time, on
June 24, 2003, such Warrants shall expire and the rights of the holder shall
become void and of no effect.
2. FRACTIONAL INTERESTS. The Company shall not be required to issue any
Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of
shares of securities on the exercise of the Warrants. If any fraction of a
Warrant or a share of securities would, except for the provisions of this
Section, be issuable on the exercise of any Warrant, the Company shall purchase
such fraction for an amount in cash equal to the current value of such fraction
computed on the basis of the Exercise Price. By accepting a Warrant Certificate,
the holder thereof expressly waives any right to receive a Warrant Certificate
evidencing any fraction of a Warrant or to receive any fractional share of
securities upon exercise of a Warrant.
3. ANTIDILUTIVE ADJUSTMENT. The shares of Common Stock purchasable on
exercise of the Warrants evidenced by this Warrant Certificate are shares of
Common Stock of the Company as constituted as of the Warrant Issuance Date. The
number and kind of securities purchasable on the exercise of the Warrants
evidenced by this Warrant Certificate, and the Exercise Price, shall be subject
to adjustment from time to time upon the happening of certain events, as
follows:
(a) MERGERS, CONSOLIDATIONS AND RECLASSIFICATIONS. In case of any
reclassification or change of outstanding securities issuable upon exercise of
the Warrants evidenced by this Warrant Certificate at any time after the Warrant
Issuance Date (other than a change in par value, or from par value to no par
value, or from no par value to par value or as a result of a
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subdivision or combination to which subsection 3(b) applies), or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with another corporation in which the Company is the surviving
corporation and which does not result in any reclassification or change (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination to which
subsection 3(b) applies) of outstanding securities issuable upon exercise of
this Warrant), the holder of the Warrants evidenced by this Warrant Certificate
shall have, and the Company, or such successor corporation or other entity,
shall covenant in the constituent documents effecting any of the foregoing
transactions that such holder does have, the right to obtain upon the exercise
of the Warrants evidenced by this Warrant Certificate, in lieu of each share of
Common Stock, other securities, money or other property theretofore issuable
upon exercise of a Warrant, the kind and amount of shares of stock, other
securities, money or other property receivable upon such reclassification,
change, consolidation or merger by a holder of Common Stock, other securities,
money or other property issuable upon exercise of a Warrant as if the Warrants
evidenced by this Warrant Certificate had been exercised immediately prior to
such reclassification, change, consolidation or merger. The constituent
documents effecting any such reclassification, change, consolidation or merger
shall provide for any adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided in this subsection 3(a). The provisions
of this subsection 3(a) shall similarly apply to successive reclassifications,
changes, consolidations or mergers.
(b) SUBDIVISIONS AND COMBINATIONS. If the Company, at any time after
the Warrant Issuance Date, shall subdivide its shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced, and the number of shares of Common
Stock purchasable upon exercise of the Warrants evidenced by this Warrant
Certificate shall be proportionately increased, as at the effective date of such
subdivision, or if the Company shall take a record of holders of its Common
Stock for the purpose of so subdividing, as at such record date, whichever is
earlier. If the Company, at any time after the Warrant Issuance Date, shall
combine its shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination shall be proportionately
increased, and the number of shares of Common Stock purchasable upon exercise of
the Warrants evidenced by this Warrant Certificate shall be proportionately
reduced, as at the effective date of such combination, or if the Company shall
take a record of holders of its Common Stock for purposes of such combination,
as at such record date, whichever is earlier.
(c) DIVIDENDS AND DISTRIBUTIONS. If the Company at any time after
the Warrant Issuance Date shall declare a dividend on its Common Stock payable
in stock or other securities of the Company or of any other corporation or other
entity, or in property or otherwise than in cash, to the holders of its Common
Stock, the holder of a Warrant evidenced by this Warrant Certificate
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shall, without additional cost, be entitled to received upon any exercise of a
Warrant evidenced by this Warrant Certificate, in addition to the Common Stock
to which such holder would otherwise be entitled upon such exercise, the number
of shares of stock or other securities or property which such holder would have
been entitled to receive if he had been a holder immediately prior to the record
date for such dividend (or, if no record date shall have been established, the
payment date for such dividend) of the number of shares of Common Stock
purchasable on exercise of such Warrant immediately prior to such record date or
payment date, as the case may be.
(d) MISCELLANEOUS. The following provisions shall be applicable to
the making of adjustments in the Warrant Exercise Price hereinbefore provided in
this section 3:
i. The consideration received by the Company shall be deemed
to be the following: (a) to the extent that any additional shares of
Common Stock shall be issued for cash consideration, the consideration
received by the Company therefor, or, if such additional shares of Common
Stock are offered by the Company for subscription, the subscription price,
or, if such additional shares of Common Stock are sold to underwriters or
dealers for public offering without a subscription offering, the public
offering price, in any such case excluding any amounts paid or receivable
for accrued interest or accrued dividends and without deduction of any
compensation, discounts, commissions or expenses paid or incurred by the
Company for and in the underwriting of, or otherwise in connection with,
the issue thereof; (b) to the extent that such issuance shall be for a
consideration other than cash, then, except as herein otherwise expressly
provided, the fair value of such consideration at the time of such
issuance as determined in good faith by the Board of Directors, as
evidenced by a certified resolution of the Board of Directors delivered to
the holder of this Warrant Certificate setting forth such determination.
ii. The number of shares of Common Stock at any time
outstanding shall not include any shares thereof then directly or
indirectly owned or held by or for the account of the Company or its
subsidiaries.
iii. For the purposes of this Section 3, the term "shares of
Common Stock" shall mean shares of (i) the class of stock designated as
the Common Stock of the Company at the date hereof or (ii) any other class
of stock resulting from successive changes or reclassifications of such
shares consisting solely of changes in par value, or from par value to no
par value, or from no par value to par value. If at any time, because of
an adjustment pursuant to subsection 3(a), the Warrants shall entitle the
holders to purchase any securities other than shares of Common Stock,
thereafter the number of such other securities so purchasable upon
exercise of each Warrant and the Warrant Exercise Price of such securities
shall be subject to adjustment from time to time in a manner and on terms
as nearly
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equivalent as practicable to the provisions with respect to the Common
Stock contained in this Section 3.
(e) CALCULATION OF WARRANT EXERCISE PRICE. The Warrant Exercise
Price in effect from time to time shall be calculated to four decimal places and
rounded to the nearest thousandth.
4. NOTICE OF ADJUSTMENT TO EXERCISE PRICE. Whenever the Warrant Exercise
Price is required to be adjusted as provided in Section 3, the Company shall
forthwith compute the adjusted Warrant Exercise Price and shall prepare and mail
to the holder hereof a certificate setting forth such adjusted Warrant Exercise
Price and showing in reasonable detail the facts upon which such adjustment is
based.
5. NOTICES TO WARRANT HOLDER. In the event:
(a) of any consolidation or merger to which the Company is a party
and for which approval of any stockholders of the Company is required, or of the
conveyance or sale of all or substantially all of the assets of the Company, or
of any reclassification or change of the Common Stock or other securities
issuable upon exercise of the Warrants (other than a change in par value, or
from par value to no par value, or from no par value to par value or as a result
of a subdivision or combination), or a tender offer or exchange offer for shares
of Common Stock (or other securities issuable upon the exercise of the
Warrants); or
(b) the Company shall authorize the granting to the holders of
Common Stock of rights or warrants to subscribe for or purchase any shares of
any class or series of capital stock; or
(c) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;
then the Company shall cause to be sent to the holder of this Warrant
Certificate, at least 10 days prior to the applicable record date hereinafter
specified, or promptly in the case of events for which there is no record date,
a written notice stating (x) the date for the determination of the holders of
record of shares of Common Stock (or other securities issuable upon the exercise
of the Warrants) entitled to receive any such dividends or other distribution,
(y) the initial expiration date set forth in any tender offer or exchange offer
for shares of Common Stock (or other securities issuable upon the exercise of
the Warrants), or (z) the date on which any such consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up is expected to
become effective or consummated, and the date as of which it is expected that
holders of record of shares of Common Stock (or other
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securities issuable upon the exercise of the Warrants) shall be entitled to
exchange such shares for securities or other property, if any, deliverable upon
such reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up.
6. REPORTS TO HOLDERS. The Company will cause to be delivered, by
first-class mail, postage prepaid, to the holder at such holder's address
appearing hereon, or such other address as the holder shall specify, a copy of
any reports delivered by the Company to the holders of Common Stock.
7. COVENANTS OF THE COMPANY. The Company covenants and agrees that:
(a) During the period within which the Warrants evidenced by this
Warrant Certificate may be exercised, the Company shall at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock, for the purpose of enabling it to satisfy
any obligation to issue shares of Common Stock upon the exercise of the Warrants
evidenced by this Warrant Certificate, the number of shares of Common Stock
issuable upon the exercise of such Warrants.
(b) The Company shall pay all expenses, taxes (other than stock
transfer taxes or charges) and other charges payable in connection with the
preparation, issuance and delivery of new warrant certificates on transfer of
the Warrants evidenced by this Warrant Certificate.
(c) All Common Stock which may be issued upon exercise of the
Warrants evidenced by this Warrant Certificate shall upon issuance be validly
issued, fully paid, non-assessable and free from all taxes, liens and charges
with respect to the issuance thereof.
(d) All original issue taxes payable in respect of the issuance of
shares of Common Stock to the registered holder hereof upon the exercise of the
Warrants evidenced by this Warrant Certificate shall be borne by the Company;
PROVIDED, that the Company shall not be required to pay any tax or charge
imposed in connection with any transfer involved in the issuance of any
certificate representing shares of Common Stock in any name other than that of
the registered holder hereof, and in such case the Company shall not be required
to issue or deliver any certificate representing shares of Common Stock until
such tax or other charge has been paid or it has been established to the
Company's satisfaction that no such tax or charge is due.
8. NO RIGHTS AS STOCKHOLDER. The holder of the Warrants evidenced by this
Warrant Certificate shall not, by virtue of holding such Warrants, be entitled
to any rights of a stockholder of the Company either at law or in equity, and
the rights of the holder of the Warrants evidenced by this Warrant Certificate
are limited to those expressed herein.
-6-
<PAGE>
9. TRANSFER RESTRICTIONS. All shares of securities purchased pursuant to
the exercise of the Warrants evidenced by this Warrant Certificate, unless
otherwise agreed by the Company, shall not, prior to June 24, 2000, be sold,
assigned, exchanged, transferred, encumbered, pledged, distributed, appointed,
or otherwise disposed of by the registered holder of this Warrant Certificate,
except for transfers to immediate family members who agree to be bound by the
restrictions set forth in this Section 9 (or partnerships or trusts for the
benefit of the registered holder or family members, the trustees or partners of
which so agree). The certificates evidencing all such shares of Company
securities will bear a legend substantially in the form set forth below and
containing such other information as the Company may deem necessary or
appropriate:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED,
EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR
OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT
TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE,
PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO JUNE 24,
2000. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE
ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed this 24th day of June, 1998 by its President and Secretary, thereunto
duly authorized.
TRANSPORTATION COMPONENTS, INC.
By:
T. Michael Young
President
ATTEST:
Paul E. Pryzant
Secretary
-7-
<PAGE>
SUBSCRIPTION FORM
[To be executed on exercise of the Warrants evidenced by this Warrant
Certificate]
TO: Transportation Components, Inc.
The undersigned, the holder of the Warrants evidenced by the attached
Warrant Certificate, hereby irrevocably elects to exercise the purchase right
evidenced by such Warrant Certificate for, and to purchase thereunder, shares of
Common Stock of Transportation Components, Inc. and herewith makes payment of ($
) for those shares, and requests that the certificate representing those shares
be issued in the name of _____________________ and delivered to
, whose address is ____________________
Dated:_______________________________________________
-----------------------------------------------
Signature(s) of Registered Holder(s)
NOTE: THE ABOVE SIGNATURE(S) MUST CORRESPOND WITH
THE NAME AS WRITTEN ON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.
- --------------------------------------------------------------------------------
TRANSFER FORM
[To be executed only upon transfer of the Warrants evidenced by this Warrant
Certificate]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________________________ the Warrants represented
by the within Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_____________________________________ Attorney-in-Fact, to transfer same on the
books of the Company with full power of substitution in the premises.
Dated:_______________________________________________
Signature(s) of Registered Holder(s)
NOTE: THE ABOVE SIGNATURE(S) MUST CORRESPOND WITH THE
NAME AS WRITTEN ON THE FACE OF THIS WARRANT CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER.
WITNESS:
-8-
EXHIBIT 5.1
December 2, 1998
Transportation Components, Inc.
Three Riverway, Suite 200
Houston, Texas 77056
Ladies and Gentlemen:
We have acted as counsel to Transportation Components, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to an aggregate of (i) 2,909,173 shares (the "Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock") , to be
offered upon the terms and subject to the conditions set forth in (i) the
Transportation Components, Inc. 1998 Long-Term Incentive Plan and the
Transportation Components, Inc. 1998 Non-Employee Directors' Stock Plan (the
"Plans") and (ii) 669,894 warrants to purchase an aggregate of 669,894 shares of
Common Stock in (the "Warrants").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have considered such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals. We have not independently
verified any matter of fact relating to this opinion.
Based on such examination and review and on representations made to us by
officers of the Company, we are of the opinion that (i) the Shares have been
duly and validly authorized and will, on issuance and delivery against payment
therefor as contemplated in the Plans, be validly issued, fully paid and
nonassessable and (ii) the Warrants have been duly and validly authorized and
the shares of Common Stock issable on exercise of the Warrants will, on issuance
and delivery against payment therefor as contemplated in the Warrants, be
validly issued, fully paid and nonassessable.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. This opinion is delivered solely for your benefit and
may not be used or relied upon for any purpose by any other person or entity
without our express prior written authorization.
Very truly yours,
Bracewell & Patterson, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports included in
Transportation Components, Inc.'s Form S-1 (File Number 333-50477) and to all
references to our Firm included in or made a part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
December 2, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report,
dated March 24, 1998, on our audit of the financial statements of Perfection
Group, and to all references to our Firm, included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
November 30, 1998
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Transportation Components, Inc. 1998 Long-Term
Incentive Plan; Transportation Components, Inc. 1998 Non-Employee Directors'
Stock Plan; and Warrants to Purchase 669,894 shares of Transportation
Components, Inc. common stock of our report dated May 15, 1998, with respect to
the consolidated financial statements of Charles W. Carter Co. - Los Angeles
included in the Post-Effective Amendment No. 1 to Transportation Component's
Registration Statement (Form S-1 No. 333-50447), filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
December 2, 1998
